|
Nordic American Tankers Limited
Swan Building
26 Victoria Street
Hamilton HM 12
Bermuda
|
Email
spenrose@applebyglobal.com
Direct Dial +1
441 298 3286
Tel +1 441 295
2244
Fax
+1 441 292 8666
Your Ref
Appleby
Ref 100154.0082/SP/KB
11 March 2025
|
|
Bermuda Office
Appleby (Bermuda)
Limited
Canon’s Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda
Tel +1 441 295 2244
Fax +1 441 292 8666
applebyglobal.com
|
|
|
Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the
Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.
|
| 1. |
the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us
as certified, conformed, notarised or photostatic copies;
|
| 2. |
that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;
|
| 3. |
the genuineness of all signatures on the Documents;
|
| 4. |
the authority, capacity and power of persons signing the Documents;
|
| 5. |
that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;
|
| 6. |
that each director of the Company, when the board of directors of the Company passed the Resolutions, discharged his fiduciary duty owed to the Company and acted honestly and
in good faith with a view to the best interests of the Company;
|
| 7. |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;
|
| 8. |
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Company in connection
with the Documents or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Documents is required to be performed or taken in any
jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue
of the laws of that jurisdiction;
|
| 9. |
the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches or
enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the
enquiries were made, and that the information disclosed by Company Search and the Litigation Search is accurate and complete in all respects and such information has not been
|
| 10. |
that (i) all interests of the directors of the Company on the subject matter of the Resolutions, if any, were declared and disclosed in accordance with the law and
Constitutional Documents; (ii) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect at the date of this opinion; (iii) the directors of the Company have concluded that the
entry by the Company into any documents approved by the Resolutions and the transactions contemplated thereby are bona fide in the best
interests of the Company and for a proper purpose of the Company; and (iv) there is no matter affecting the authority of the Directors to effect the issuance of the Securities, not disclosed by the Constitutional Documents or the Resolutions,
which would have any adverse implication in relation to the opinions expressed herein.
|
| 11. |
the definitive terms of the Securities, other than Common Shares, to be offered pursuant to the Registration Statement will have been established in accordance with duly
execution resolutions of the board of directors of the Company and applicable law;
|
| 12. |
the Securities issuable upon conversion, exchange or exercise of any Security to be offered, will be duly authorised, created and, if appropriate, reserved for issuance upon
such conversion, exchange or exercise;
|
| 13. |
the Common Shares and the Preferred Shares and any Securities consisting of Common Shares or Preferred Shares, including Common Shares or Preferred Shares issuable upon
conversion, exchange or exercise of any Security to be offered, or issued as part of a Unit, will be duly authorised and issued, and the certificates evidencing the same will be duly executed and delivered, against receipt of the
consideration approved by the Company which will be no less than the par value, if any, thereof and the Company will have sufficient authorised, but unissued, share capital to effect such issue;
|
| 14. |
the Registration Statement, the Prospectus and the Sales Agreement, and any amendments thereto, will have become effective;
|
| 15. |
one or more prospectus supplements will have been filed with the Commission describing the Securities to be offered thereby;
|
| 16. |
all Securities will be issued in compliance with all matters of, and the validity and enforceability thereof under, applicable U.S. federal and state securities laws and other
laws (other than the laws of Bermuda, in respect of which we are opining);
|
| 17. |
prior to the date of issuance of any Securities, all necessary approvals of the Bermuda Monetary Authority (save in the case of the issuance of the Common Shares) will have
been obtained with respect to the issue and free transferability of the Securities to be issued;
|
| 18. |
with respect to the issuance and sale of any Debt Securities, that the Indenture will have been duly executed and delivered by the Company and the trustee named therein;
|
| 19. |
with respect to all Debt Securities, when issued, will be executed, authenticated, issued and delivered (a) against receipt of the consideration therefor approved by the
Company and (b) as provided in the indenture with respect thereto;
|
| 20. |
with respect to the issuance and sale of any series of Preferred Shares, that an appropriate certificate of designations, or similar instrument setting forth the preferential,
qualified or special rights, privileges or conditions with respect to such series of Preferred Shares will have been duly and validly authorised and adopted by the Company;
|
| 21. |
with respect to the issuance and sale of any Warrants, that (i) a warrant agreement with respect to such Warrants will have been executed and delivered by the Company and the
arrant agent, (ii) the Warrants will have been duly executed and delivered by the Company and duly executed by any warrant agent appointed by the Company, and (ii) the Warrants will have been issued and delivered by the Company against
receipt of the consideration therefor approved by the Company;
|
| 22. |
with respect to the issuance and sale of any Purchase Contracts, that (i) a purchase agreement with respect to such Purchase Contracts will have been executed and delivered by
the parties thereto, and (ii) the Purchase Contracts will have been duly executed and delivered in accordance with the purchase agreement upon payment of the consideration therefor provided for therein;
|
| 23. |
with respect to the issuance and sale of any Rights, that (i) a purchase agreement with respect to such Rights will have been executed and delivered by the parties thereto,
and (ii) the Rights, if in certificated form, will have been duly executed and delivered in accordance with the Rights agreement upon payment of the consideration therefor provided for therein;
|
| 24. |
with respect to the issuance and sale of any Units, that (i) a purchase agreement with respect to such Units will have been executed and delivered by the parties thereto, and
(ii) the Units, if in certificated form, will have been duly executed and delivered
|
| 25. |
any amendment to the Documents is properly authorized by the Company and the terms and transactions contemplated by any such amendment adopted would not be inconsistent with
the Resolutions and the terms and transactions contemplated by the Documents as of the date hereof;
|
| 26. |
that there are no matters of fact or law (other than matters of Bermuda law) affecting the Documents that have arisen since the date thereof which would affect the opinions
expressed herein.
|
| 1. |
The Common Shares and the Preferred Shares have been duly authorised and any Securities consisting of Common Shares or Preferred Shares, including any Common Shares or
Preferred Shares issuable on conversion, exercise or exchange of other Securities, or issued as part of a Unit when issued, sold and paid for as contemplated in conformity with the Resolutions and the Prospectus or any prospectus supplement
(and with regard to any rights to purchase Common Shares or Preferred Shares, in accordance with the terms of the relevant share rights plan), will be validly issued, fully paid and non-assessable.
|
| 2. |
The Securities consisting of Debt Securities, Warrants, Purchase Contracts, Rights or Units have been duly authorised and, upon due execution and delivery as contemplated in
the Prospectus, will constitute legal, valid and binding obligations of the Company and will be, in the case of Debt Securities, entitled to benefits provided by the Indenture; and
|
| 3. |
Subject as otherwise provided in this opinion, no consent, approval, licence or authorisation of, and no filing with, or other act by or in respect of, any governmental
authority, regulatory body or court in Bermuda is necessary in connection with the issuance of the Securities.
|
| 1. |
We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any
jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.
|
| 2. |
Any reference in this opinion to Units being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any
agreement in writing between the Company and the holder of the shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims
of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration
requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.
|
| 3. |
In order to issue this opinion we have carried out the Company Search as referred to in the Schedule and have not enquired as to whether there has been any change since the
date of such searches.
|
| 4. |
In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule and have not enquired as to whether there has been any change since the
date of such search.
|
| 5. |
Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive
and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:
|
| 5.1 |
details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court
would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been
|
| 5.2 |
details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for
filing or registration at the date the search is concluded;
|
| 5.3 |
whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been
presented but does not appear in the Causes Book at the date and time the search is concluded;
|
| 5.4 |
whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or
|
| 5.5 |
whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the
Register of Charges in accordance with the provisions of the Companies Act 1981, as amended.
|
| 1. |
A search of the entries and filings shown and available for inspection in respect of the Company in the register of charges and on file of the Company maintained in the
register of companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by an electronic company extract prepared by the Registrar of Companies on 11 March 2025 and the documents delivered by the Registrar of
Companies in connection therewith (Company Search).
|
| 2. |
A search of the entries and filings shown and available for inspection in respect of the Company in the Cause and Judgement Book of the Supreme Court maintained at the
Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 11 March 2025 (Litigation Search).
|
| 3. |
Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of the Company (Constitutional Documents).
|
| 4. |
A certified copy of the Register of Directors and Officers of the Company (Register of
Directors and Officers).
|
| 5. |
Certified copy of the unanimous written resolutions of the board of directors of the Company dated effective 5 March 2025 (the Resolutions).
|
| 6. |
The Registration Statement.
|
| 7. |
The Base Prospectus.
|
| 8. |
The Prospectus Supplement.
|
| 9. |
The Sales Agreement.
|
| 10. |
The form of indenture entered into by the Company (filed as Exhibit 4.3 to the Registration Statement) (Indenture).
|
| 11. |
A copy of the Bermuda Monetary Authority’s General Permission dated 1 June 2005.
|
|
Bermuda Office
Appleby (Bermuda)
Limited
Canon’s Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda
Tel +1 441 295 2244
Fax +1 441 292 8666
applebyglobal.com
|
|
|
Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the
Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.
|